The Perfect Student
by The Thirteenth Hero
Summary: When Twilight Sparkle is abruptly summoned to Canterlot, she assumes that her teacher simply needs her help with something. In reality, it's far more sinister than that. As Celestia's most faithful student, Twilight is about to learn the princess's other special talent, one that she has kept hidden in the darkness beneath Canterlot for almost ten thousand years. Warning: Grimdark
1. Chapter 1

**A/N: This is a story that I actually wrote awhile ago (before I knew as much about MLP:FiM as I do now), and it's been up on dA (on my editor natsumeshapeshifter's account) for a few months now. But I wanted to upload it here, in the hopes that more people would see it.**

**There isn't any gore in this chapter, but you can be sure that it's coming up.**

"Why do you think Princess Celestia wants you to go to the palace, Twilight? Huh? What do you think?" Pinkie Pie asked, bouncing around the library.

"I have no idea, but-Pinkie! What are you doing?" Twilight Sparkle snapped, looking up from the book on packing that she was reading. This was a mistake. She should have known better than to open the door, especially when she heard that trademark giggle coming from the other side.

"Huh?" The pink filly spun around, a maniacal grin fixed to her face, as usual. Her fluffy tail collided with a stack of books, sending them crashing to the ground and causing Spike to jump. Pinkie glanced at the mess she had made and giggled. "Oops, sorry, Twilight. Here, I can clean that up! I even have a song. I sing it whenever I have to clean up at Sugarcube Corner, it goes like this-"

"No, Pinkie, that's okay," Twilight sighed, walking over to the books and levitating them back into a neat stack. "I've got it."

"Oh, you do! Hey, you know what this reminds me of? It reminds me of when I was making cupcakes! Oh, no, wait, that was another time. The time that I'm thinking of was when..."

Twilight squeezed her eyes shut and wished that she could do the same for her ears. As Pinkie prattled on, she levitated several books down from the shelves and glanced at the titles. Well, she certainly couldn't go without "A Complete History of Equestria." Or "Into the Horn: A Journey Into Unicorn Magic."

"What do you think, Twilight?"

"What?" the violet unicorn asked, putting the books in her already-bulging bag. She looked up and nearly jumped back; Pinkie had appeared directly in front of her.

"I asked you what you thought about a going-away party." The other pony's sky-blue eyes were filled with their usual exuberance, but at the moment, there was something sobering in the depths. Maybe it was finally beginning to sink in that Twilight was leaving.

"I don't think there's enough time, Pinkie," she replied, backing away. "I mean, I'm leaving any moment now. And no one's around..."

That was the only reason she had agreed to let Pinkie help her pack. Applejack couldn't leave the farm; she was doing the work of two ponies, since Big Mac had been summoned to Canterlot with a vague message about a contest that he had won. Rainbow Dash was off in some distant corner of Equestria with a slew of other pegasi, battling a rogue hurricane. It was mating season for the rabbits, so Fluttershy was preoccupied with matchmaking. And Rarity had gone to Manehattan for a fashion show that she was participating in.

And now Twilight was leaving for Canterlot. No wonder Pinkie had come knocking on her door.

She was filled with a sudden rush of sympathy for her friend as her fluffy mane drooped and she whispered, "Oh." She put one of her front legs around Pinkie's shoulders and gently tapped her forelock with her horn.

"I'm sure Celestia just wants help with the southern sea tribes," Twilight said with a shrug. "They've been causing some trouble lately, but it shouldn't take too long. Tell you what. When I get back, you can throw me a welcome-home party! How does that sound?"

Pinkie let out a squeal and threw her front legs around the unicorn, almost knocking her to the ground. Her neon curls dwarfed Twilight's smooth navy bob

"That sounds fan-absolu-awe-tastic-some! I can't wait!"

I'm sure you can't, Twilight thought as she extricated herself from the embrace with a nervous smile. She loved Pinkie Pie, but sometimes, she could be a bit...overwhelming.

"Hey, Twilight, our ride's here," Spike called from his perch in the window, which he had retreated to in order to escape the storm of unintentional havoc that always surrounded the earth pony. "We'd better go, you don't want to keep the Princess waiting."

"Already?" Twilight asked. "That was quick. Here, can you take my bag out to the chariot? I want to make sure all the windows are closed."

She levitated the bag, filled mostly with books and partially with mementos from her friends, over to Spike's general location and let it drop. Without noticing his fearful expression as he realized just how large the bag falling towards him was, she rushed over to one of the windows and tapped it with her hoof. To her satisfaction, it stayed closed. What a disaster it would be if rain got into the library...

"Pinkie, would you mind checking the back door?" Twilight called. Pinkie glanced up from laughing at Spike, who had been practically flattened by the book-bag, and saluted with a wide grin.

"Sure thing, Twi!" She rushed off.

"Don't call me Twi-Spike! Are you alright?"

"I'm fine, I'm fine," the small dragon wheezed, struggling to his feet. "You'd better go keep an eye on Pinkie."

"You're right." She glanced out the window, to the chariot. If she wasn't mistaken, it was the same one that had brought her to Ponyville...

An ache settled deep into her chest, and Twilight gave a shaky sigh. She didn't want to leave. She loved Princess Celestia, and Canterlot was where she had grown up, but...this was her home now, wasn't it? After all, she had friends here...a job...a reputation...a life...

_Maybe Celestia can handle it without me_, the unicorn thought, saddened at the thought that she wouldn't get to see her mentor but knowing that she was doing the right thing. With the premature homesickness lifting from her heart, she walked out to tell the pegasi hitched to the chariot that she couldn't leave. But her hooves suddenly seemed frozen in place.

A massive crash had come from the back of the library.

Accompanied by the terrified shrieks of Pinkie Pie.


	2. Chapter 2

_"Pinkie!" _

Twilight was halfway to the back of the library before she even realized that she was yelling the name of her friend out loud. Skidding to a halt, she looked wildly around, the scene taking a moment to register in her mind: one of the larger piles of books that she had been meaning to put up for some time now knocked over, Pinkie Pie (unhurt-thank Celestia) cowering against the wall, one book open with her frightened eyes fixed on it.

"Twilight!" Spike yelled from the doorway, reluctant to enter the library lest whatever had scared Pinkie so badly was dangerous. "Hey, Twilight! I heard a crash. Is everything okay?"

"Ma'am, what's going on in there?" one of the pegasi called, having extricated himself from his harness in an astonishingly short amount of time. "Do you need help?"

"Everything's fine," Twilight called over her shoulder as she trotted over to her friend. "Pinkie...what's wrong?"

The pink filly glanced up at her, shaking slightly. The unicorn was shocked at the fact that nearly all the bright happiness in her eyes had been replaced by fear and discomfort.

"Twilight," Pinkie whispered, "what's that?"

She pointed a hoof towards the book. Frowning, Twilight took a look at the open page as Spike and the pegasus stallion entered the room.

Grimacing, she closed her eyes and turned away from what she saw. She'd never turned away from a book before, but it was hard not to be affected by a full-color illustration of a dissected earth pony.

"Eeeuugh!" Spike exclaimed, clapping his hands over his mouth. The stallion frowned and flipped the book closed.

"'The Equestromicon'," he read the title. "You don't see many copies of that anymore."

"W-what is it?" Pinkie asked timidly, hiding behind Twilight, who was levitating the book in order to get a closer look at it.

"It's a very old book," she replied. "From the war days. But I thought every copy was destroyed when the reign of the alicorns began."

"The war days?" Pinkie looked confused. "But-there's never been any war in Equestria..."

Twilight shared a look with the stallion.

"Well-" she began. But seeing Pinkie's face, open and trusting and believing that the world was a wonderful place and always had been, her resolve faltered.

Her friend's coat was beginning to darken and her mane and tail were losing her curliness, testament to her fading happiness. The last thing Twilight needed was for Pinkamena to make an appearance right before she left for Canterlot.

"You're right," she said unexpectedly. The stallion glanced at her, but said nothing. "Sorry, I was mistaken."

Pinkie looked at her. "But you're-"

"I was mistaken," Twilight said firmly. Glancing at the stallion, she said, "We should probably go."

He nodded, as Twilight levitated the book over the the fireplace and dropped it in. Hopefully, she would remember to light it when she came back from Canterlot. And hopefully, nopony came into the library looking for her while she was gone and stumbled upon it. And hopefully, Pinkie's curiosity didn't get the better of her and she didn't sneak in here to look at the Equestromicon again...

With a sigh, she turned to Spike. "We'd better get rid of this."

He nodded, and rushed off. Returning with a book of matches, he lit the logs beneath the book that Twilight had decided to destroy.  
She watched the flames consume the bloodred tome. Never...had she thought that she would burn a book.

"Pinkie, put the fire out when you leave," she said abruptly, turning and walking briskly towards the open door.

"Okey-dokey, Twilight!"

"Your luggage has been loaded into the carriage, ma'am," the other stallion said as his partner wrestled his way back into the harness. She dipped her head to him in gratitude and climbed up, glancing behind her to make sure that Spike was following her. As soon as they were settled, the vehicle rose into the air.

"Twilight?" Spike asked. She looked at him.

"What?"

"That creepy book..."

"What about it?"

"Wasn't it in the pile that Princess Celestia gave you?"

The unicorn felt a sudden chill in the pit of her stomach.

"Yes, but I'm sure that it was just a mistake on her part. They keep every book ever written in the royal library, even ones like those. It must have just gotten mixed up. Yes, that's it. It got mixed up. It's no big deal."

"Uh. Maybe you should ask her about it when you see her?" Spike suggested. Twilight adamantly shook her head.

"It was just a silly mistake, Spike. Even the princess makes mistakes sometimes. It's not worth bringing up, it would just make her embarrassed."

"If you say so." Yawning, the small dragon curled up into a ball. "I'm gonna try and go to sleep. It's a long flight to Canterlot."

She opened her mouth to reply, but he was already asleep. Shaking her head again, she lay down beside him.

"How anyone could sleep after seeing what was in that awful book is beyond me..."

**A/N: Sorry, another boring chapter! D: Please believe me when I say that it will pick up soon-I just really like to build suspense. And please review, I really want to know what people think of this**

**And about the shameless fanon in here: I figured that the peace between the three tribes (as depicted in the Heart's Warming Eve episode) would have been tentative. They would have had to have broken apart eventually, even if it was just temporarily. The 'Equestromicon' was (in my fanon) a book written by the unicorn tribe, a log of their experiments on earth ponies so that they could better learn how to fight/kill them and their winged cousins.**


	3. Chapter 3

_"Something wrong, Twilight?"_

_"Leave me alone," she whispered. "Please, just leave me alone."_

_"Oh, Twilight, you're shaking," the thing purred. It leaned closer to her. Absolute terror shot through her. She scrambled to get away from it, from the pain that it was sure to inflict, from the scent of blood that followed it everywhere._

_"Stay away from me!" she shrieked. "I mean it! Or I'll-I will-"_

_"What will you do, little Twilight?" It was coming after her. The steady clop of hooves on the red-slick floor. It knew that there was nowhere for her to go. "I know you can't kill me. I am stronger than you, older than you. And you couldn't even kill a pony that was tied down."_

_She closed her eyes and shook as her tormentor drew ever closer. Down here, far beneath the earth, beneath the sun and the moon and everything remotely holy, there was no light. No darkness, either, because of the lack of contrast. And most importantly, no god. It felt to her as if Celestia had been slain here in the uninterrupted blackness. Dying beside her student, crumbling in her eyes as she failed to protect her from horror after horror, ever since the very beginning when she..._

_Wait. _

_How had she gotten here?_

"Twilight!" the monster snapped urgently. But she was rolling over, on the bloody stone floor that felt strangely like the bottom of a carriage, and when she blinked, the sun almost blinded her.

"Twilight?"

"H-huh?" The unicorn sat bolt upright, shaking. She saw the walls of the carriage that had brought her to Canterlot, a late-afternoon sky, Spike backing away with a worried look on his face, and the two white pegasus stallions peering at her, concerned.

"Ma'am?" the one who had rushed into the library to help her with Pinkie asked. "Are you alright?"

"I'm...just..." Twilight remembered the hideous dream and shuddered. Blood and shadows and something evil beyond measure.

"You were screaming," the other stallion said. "Like something was tearing you apart."

"Musta been a really bad dream, huh?" Spike asked sympathetically. She just nodded, trying to focus on the warm sun and not the blood in her thoughts. "Well, it wasn't real. Come on, let's head into the palace."

"I-I think I'll stay out here for awhile," she replied. In the center of sparkling Canterlot, with the walls of a golden carriage protecting her on either side and Celestia's bright sun overhead, the dream was fading fast. She could barely remember it, but still, she didn't think that she could handle being inside the palace, with its bright stone and pale shadows right now.

"Ma'am, we have specific orders to deliver you to the palace-" one of the stallions began.

"I'll be fine, don't worry."

"Are you-"

"Yes, I'm sure!" Twilight snapped. Immediately, she regretted it. They were just trying to do their jobs, after all. "I'm sorry, I'm not really myself right now."

"It's alright, ma'am." Nodding at her, the two (who had already freed themselves from their harnesses) turned and began to walk away. But suddenly, they dropped into deep bows.

"We brought her, Princess, just as you requested," one murmured. He was ignored.

"Really, Twilight, you couldn't even come into see your teacher?" an amused, lyrical voice asked. Twilight's heart leaped.

"Princess Celestia!" she cried, jumping out of the carriage and galloping over to the goddess horse. "Oh, I've missed you so much..."

"I missed you, too," Celestia said gently, placing one hoof on her student's back and lowering her head to nuzzle her mane. "It's one thing to read about the adventures that you and the Elements have in Ponyville, but it doesn't compare to talking to you."

"I know," Twilight said, gazing up at the regal alicorn. "I'd come visit you more often, but-well, you know."

"Of course, of course, I understand. Come, into the palace. We have so much to do."

"That reminds me." Walking beside Celestia, who was nearly three times her size, Twilight could barely even remember what she had been so afraid of. "Why did you want me to come here? Just to see me?"

"No," the princess responded. "I think that you're ready to begin a new phase in your training."

She blinked. "What? But..."

"Hey, wait up!" Spike puffed, running as fast as he could. "I've got short legs, you know."

"Sorry, Spike." Twilight came to a stop, and allowed him to clamber onto her back. "I forget sometimes."

"Yeah, I noticed," he replied a little bitterly, still out of breath. Turning his green eyes hopefully upon Celestia, he asked, "Do the palace kitchens still make those cookies, Princess? I missed those so mu-"

"Spike, you told Pinkie that her cookies were better," Twilight hissed. He refused to look at her.

"Yes, they do," Celestia said, looking troubled, "but actually, Spike, I would prefer it if you didn't accompany us into the castle."

"What? Why?" Twilight and Spike exclaimed in unison. The princess looked away regretfully.

"I'm very sorry. But the lessons that I have in mind for Twilight are far too rigorous for her to have any distractions at all."

"But where will he go?" the unicorn asked, feeling panicky at the prospect of Spike being left out in the cold.

"He can stay at the library that the two of you used to live in," Celestia explained gently. "It's alright. You can see him when you're done."

Spike hopped off of Twilight's back, and embraced her foreleg. She lowered her head to nuzzle him. Feeling the eyes of the princess on her, she spoke quickly.

"It's alright, I won't be gone long. Celestia's a good teacher. I'll be done in no time."

As she raised her head, Spike nodded. His brilliant green eyes were shiny, but his face was expressionless.

Twilight left her companion since childhood to follow her teacher. The princess moved with a grace that befitted her station, her hooves barely making a sound on the stone. Her glittering mane and tail lit up the rare dark corners of the palace as they walked through its spacious halls, which were strangely deserted.

"Where is everyone?" she asked, looking around.

"I declared a day of rest for almost all of the servants and most of the citizens of Canterlot," Celestia replied.

"Why?"

"Why, for you, of course." The princess smiled at her.

Twilight smiled back, uneasy. This was strange. Celestia had always told her that she shouldn't get special treatment just because she was her apprentice. If anything, she should work harder, to prove to the other ponies that she was just like them. It wasn't like her teacher to do something so monumental just for her.

"You didn't have to do that."

"Perhaps not, but I wanted to. And Luna agreed that it was a good idea, since you haven't been home in so long."

"Speaking of Luna, where is she?"

"I sent her to talk to the southern sea tribes," Celestia said dismissively. "They've been getting a bit...uppity lately."

Neither of them spoke until they came to a small, discreet door tucked away at the end of a hall that Twilight had never been down before. The princess stopped, and inserted her horn into the mechanism. With a soft click, the door swung open.

Twilight scrambled back with a gasp when she saw what was on the other side. Darkness. Nothing but a pitch black void. There were beasts down there, she knew it, things from the beginning of time, before the sun, before the moon, before light of any kind-

"What's wrong?"

"N-nothing." She breathed deeply, shakily. "I just-a bad dream, I fell asleep on the way here."

_The dark the blood the monster._

"It was just a dream," the princess reminded her. "Whatever it was, it wasn't real. Besides, I'm here." Her horn lit up with a dazzling light, as if she had stolen a small piece from the sun that she commanded. "Are you ready?"

Twilight took a deep breath, tried to conquer her fear. She imagined that Pinkie Pie was here, with her. Laughing in her ear and jumping up and down and just generally being irritating. _Giggle at the ghostly..._

"Yes," she said firmly, igniting her own horn and sending violet rays slashing into the darkness.

**A/N: Foreshadowing! Finally. We're getting into the good stuff. And this is the point of no return, so those of you with weak constitutions may want to turn back now.**

**As for the rest, review? Please?**


	4. Chapter 4

Twilight's hoofbeats echoed eerily as she followed Celestia into the darkness. The further down they went, the colder it became, and the more insufficient her purple light seemed. Even the princess's own sunbeam gave the illusion of fading as the ceiling above them soared, effectively burying them in shadow.

"What's down here?" the unicorn tried to ask. But her mouth was too dry. She swallowed and tried again.

"You'll see," Celestia said softly. She seemed to sense the feeling of something ancient and nowhere near equine down here, the same feeling that was making every hair in Twilight's coat stand straight up. Every step they descended was like another year taken off of her life.

"Maybe we should do this tomorrow," she croaked. Her heart was beating in her chest like a pegasus flying into the face of a storm, and her legs were trembling. Even the light from her horn was faltering, which scared her almost as much as the shadows closing in from all sides. Her magic hadn't failed her since she was a foal.

"It's alright, Twilight, there's nothing to be afraid of. We're almost to the bottom, see?"

Sure enough, they stepped off of the stairs and into a long, narrow hallway. The end wasn't visible, and a cold draft smelling of earth, decay, and...something sharper wafted towards them. Twilight squinted. What in Equestria was that smell?

"Put out your light," Celestia commanded, her voice still soft with something that may have been respect. She glanced at her, wondering if maybe her teacher was a few pages short of a full novel.

"But it's so-"

"Trust me, Twilight."

The princess had already extinguished her own glow, making Twilight's pitiful violet guttering the only light source. Taking a deep breath of the oddly-scented air and closing her eyes, she summoned Pinkie Pie again. _Guffaw at the grossly..._

Her light vanished. Expecting to see nothing but a wall of solid blackness in front of her, she opened her eyes. But instead, the passage was lit very faintly by watery, bluish light, almost like the kind that might be seen on a winter morning after the sunrise has faded but the sun itself is still hidden behind the mountains.

Teacher and student headed down the passage together. It was barely wide enough for them to walk side-by-side, and Celestia's folded wings frequently brushed against Twilight's flank. She was surprised at how...spiny they were. Almost as if the feathers were quills. She had always thought the princess's wings would be as soft as clouds to the touch, like those of a normal pegasus. But these were different.

"Now, this might be something of a shock to you..." Celestia began as they rounded a corner. Twilight was shaken out of her musings about wings with a cry of horror.

A huge chamber was set out in front of her. Almost dome-like in construction, the walls were completely covered in the skulls of ponies. Horns adorned the foreheads of the unicorns, wingbones framed the pegasi, and the earth ponies were terrible even without any ornamentation. One thousand empty eyes seemed trained on Twilight. One thousand vengeful ghosts seemed to walk towards her. And one thousand silenced voices seemed to scream in pain.

"This was here far before the palace was built," Celestia breathed, wrapping her student in one sharp wing to comfort her. "I've always wanted to get rid of it and make something else out of it, but I couldn't bear to bring anypony down here to see it..."

Twilight just nodded, her eyes fixed on the statue in the center of the room. An alicorn, with a skeletal horn, six insectine wings, and the stony corpses of ponies crushed beneath its hooves. Water trickled from its empty eyes, two mouths, and the gaping hole where the cutie mark used to be, leaving lines like black blood.

It was horrifying beyond belief. She had never known that such things existed in Equestria, much less in Canterlot, directly below the palace. But even as she trembled with shock and disgust, the scholar in her was musing at the superb craftsmanship of the pagan statue. She knew that in the dark times, after the three-way truce had faded, but before Celestia and Luna, before even the war, ponies had turned to dark gods for their daily needs. Creatures of the night, the black spaces between the stars, death. The ponies prayed for victory over their enemies, and prosperity for their families. They built shrines like this, and sacrificed unicorns, pegasi, and earth ponies alike to please their deities. But most of these places had been destroyed.

Raising her head, Twilight tentatively walked into the room. She was careful to avoid the trenches carved into the floor, not wanting to think about what they must have been used for. Grotesque as it was, this was quite an archaeological discovery. So much of pony culture had been destroyed after the advent of the alicorns. Most ponies were content to leave the fear and war in the darkness of the past, but it was a subject that had endlessly fascinated Twilight. Was this why Celestia had brought her down here? To study this place?

"Princess, do you realize how important this is?" she asked, glancing over her shoulder as Celestia followed her into the temple. "We need to get the archaeological team from the Royal Canterlot Institute down here. They'd have a hayday."

"Hmm, maybe you're right." The princess walked up to the statue, a thoughtful look on her face.

Twilight was examining the strange runes on the floor. She had never seen anything like them; were they an early form of magic, or perhaps the written form of a forgotten language? If only she hadn't left her notebook in her suitcase, which for all she knew was still in the carriage. She would have loved to copy these down. The idea of sitting in front of the fire in the library back in Ponyville, translating the runes with a cup of tea and her copy of "An Advanced Guide to Dead Languages" was simply heavenly. Twilight had always seen herself as more of a researcher than a field scientist.

It was then that she noticed the door.

Small and nondescript, it had obviously been designed not to be seen until somepony got right up next to it. Unable to resist her curiosity, Twilight trotted up to it and placed one hoof on it, ready to push it open. She glanced over her shoulder at Celestia, who was still frowning up at the creepy statue. She would expect her to explore, wouldn't she?

"Maybe this was where they kept the victims before the sacrifices," she whispered to herself. Repressing a shudder, she pushed open the door.

The first thing that hit her was the smell. Gagging, she backed away, throwing one hoof over her nose as her eyes watered. Rotting meat, feces, blood, urine, and that same sharp smell that had greeted her at the bottom of the stairs, except much, much stronger. The worshipers hadn't left somepony in here, had they? No, even if they had, after so long, the smell would have faded. This was something else.

Once again driven by her insatiable curiosity, Twilight entered the stinking corridor behind the door. Immediately, she saw what had to be the source of the vile smell. A trench ran along one wall, disappearing into a hole carved to look like the open mouth of a dragon. Perhaps there had once been water in it, but now, there was only black sludge, streaked with red in some areas. It wasn't moving at all.

"What is that?" Twilight whispered to herself, examining the stuff with disgust. Squashy red and pink things, dark, tangled stuff that looked like hair, an oddly-shaped green object that...was that a hoof?

Feeling sick, she backed away from the trough, trying not to inhale. Her haunches bumped against another doorway, but this one had no covering. Turning around, she peered into the room beyond and screamed.

"Celestia! Celestia! Help! Something-there's something-"

She clapped her forehooves over her mouth, no longer worried about shielding her nose. The smell couldn't compare to what was in that room.

She was going to be sick. No, she was going to faint. Most definitely. She couldn't handle this-

And yet still she kept her eyes fastened on it.

A pure black alicorn, stripped of her armor and with her eyes closed, lay on a table that seemed designed for butchery. Her head was resting limply in a drain. Her hooves were secured to the sides of the table by cruel black iron claws. Her wings had been nailed to the stone with tremendous force, leaving them twisted piles of broken bone and torn flesh. Her back had been brutally torn open, her ribs broken, a section of her spine shoved roughly to the side. And her lungs had been lifted from their cocoon within her chest cavity, held aloft in the foul air on the sharp points of the broken ribs.

But by far the most terrifying thing was the way that the lungs were still slowly inflating and deflating. By some miracle (or curse), this pony was still alive.

Twilight stumbled back, not daring to scream anymore. She didn't even dare to open her mouth. After almost stepping in the trench of black sludge, she whirled around-to come face to face with Celestia.

"Princess," she gasped. "There-there's something in there, Luna or Nightmare Moon, I don't know, but they-"

The princess reached out and gently stroked her, trying to calm her down.

"It's alright, Twilight. Shh."

"No! No it's not! Somepony did this to her, she's still alive, we have to get her out, hurry, she's hurt, she's hurt bad-"

"I know, Twilight, I know," Celestia murmured, her gaze straying to the room that Nightmare Moon was in. "Awful little creature. She just couldn't mind her own business."

**A/N: I warned you, didn't I? I know that the "omg Celestia's evil!1!one!" thing has been done before, but I wanted to bring something new to that particular table.**

**As for the fanon in this chapter, it pretty much explains itself, except for one thing. I believe that Nightmare Moon is almost like a defense mechanism for Luna. She's bigger and stronger than her, and more heavily armored. Maybe the princess of the night changes into her whenever she feels threatened?**

**One more thing. This is actually the last chapter I wrote, and I wrote it almost three months ago. So now I have to get off my lazy ass and actually write a new chapter-if people actually like this, that is. Review, please. And I'd appreciate it if there were no "My god, you should be ashamed of yourself, this is a children's show" comments. I ****_realize _****that, and believe me, if your younger siblings stumbled upon this, I am so sorry. I never wanted any young kids to be scarred by this. But if they were on this part of the internet, you probably should have been supervising them.**


	5. Chapter 5

**I feel the need to warn you, this one...is really, ****_really _****bad.**

Several heartbeats passed before Twilight realized what Celestia had said. Her vision almost seemed to skew, as she blinked, trying to figure it out. Unconsciously, she took one step away from the princess of the sun.

"W-what?" she whispered.

"She was getting a little too close. Just a little. I would have sent her to the moon again, but I haven't had an alicorn in so long, and..." Celestia glanced into the room that held the tortured Nightmare Moon, offering a tiny shrug. "That other form of hers is _so_ irritating. I felt that it was time for a more permanent solution."

"What?" Twilight repeated, feeling dull and slow. "I...Princess, we have to help her."

"No, no, it's alright, Twilight." Before she could react, one of Celestia's spiny wings was cupped around her, pressing her forward. Almost unconsciously, she tried to dig her hooves into the stone floor, tried to stop herself. But the white alicorn was stronger than she looked. Strong enough to force her into the room and the cloud of red stench that filled it. "Come. I have an idea for a lesson."

"But-I-I don't-" She couldn't think, not with what was left of Princess Luna/Nightmare Moon laid out in front of her. Oh, goddesses, what had _done _this to her? _Why? _Twilight closed her eyes and swallowed hard, trying to keep from throwing up all over her hooves. But images were burned into her mind-the walls of the exposed intestines twitching with smooth muscle, patches of black rot on tissue exposed to the air, the stomach bulging with and punctured by shards of iron. Had she (now she really was going to be sick) been forced to _swallow _those?

"Really, Twilight Sparkle, how do you expect to learn anything if your eyes are closed?" Celestia chided gently. Twilight felt the buzz of magic on her eyelids, and then they sprang up, outside of her control. "Now, note the iron. When it comes to unicorns, it's simply a magic inhibitor, but it's almost a toxin to alicorns-"

"Princess, what are you doing?" Twilight blurted out before she could stop herself. Tears were blurring her vision and her stomach was doing barrel rolls. Maybe it wasn't a good idea to open her mouth, but the words kept coming. "Can't you see how badly she's hurt?! You have to help her! Use your magic, maybe we can still save her-what did this to her? What happened? I-I'm going to..."

She dropped her head and her stomach lurched, but nothing came out. Celestia sighed in exasperation.

"I can see that I have a lot of work on my hooves," she muttered. "Alright. Fine. We'll come back to Nightmare Moon later, when you're better able to appreciate my work."

Twilight stumbled away from her on shaky legs, barely able to believe what she was hearing. _"Your _work?"

"Twilight, Twilight, Twilight." Her voice held a motherly tone, one that was familiar and horrifying in these conditions. The purple unicorn felt the tips of knife-sharp feathers brushing across her back, and she shrank away from the touch, shuddering and confused. "I thought you would have studied for this. That maybe you would have some idea of what was coming."

"I've f-fallen behind on my st-studying, Princess," she choked out through force of habit. "S-sorry."

"It's quite alright, Twilight. Everything will be okay," Celestia soothed. "Just...step...back."

There was a gentle push. Twilight moved one of her hindlegs, involuntarily, just to keep her balance. She felt a patch of floor sink beneath her hoof. And then there was a squeal of gears and springs, a rush of air, and-

_"AAAAAAAAAAHHHHH!"_

Metal spikes had closed around her leg with all the speed and strength of a dragon's jaws. They were sunk deep into the meat, rending muscle and splintering bone, and the pain, dear Celestia the pain she couldn't think it was a red cloud in front of her vision she was throwing up oh goddess OH GODDESS MAKE IT STOP-

"I think you understand now," Celestia whispered over Twilight's half-insane screams. "I'll heal you. _If _you do well on your first assignment."

Her forelegs gave out, and she collapsed to the ground, sobbing and retching and unable to even form coherent thoughts. The weakened knee joint of her wounded leg bent too far and snapped, cap disintegrating and tendons popping like rubber bands, but she barely felt it. There were iron fangs sunk into the very center of her leg, and the muscles and tendons that they were embedded in knotted and spasmed around the edges. Twilight could barely see through agony so white-hot it filled every cell in her body, took up every part of who she was.

"Get up," somepony that sounded like Celestia snapped.

Golden magic, tinged with red, encircled her torso. Without warning, she was jerked viciously upwards. She screamed, so loudly that it hurt, but it was such a small hurt against her leg. The spikes tore down, ripping muscle like tissue paper and eventually forcing bone fragments out through the soft bottom of her hoof. She felt her skin tearing jaggedly, like construction paper in the hooves of an unruly foal. She felt the iron jaws close almost completely above her hoof, where the tissue was so thin and soft, but the force dragging her upwards didn't hesitate for even a moment.

The hard part of her hoof was ripped right off with the sound of wet meat tearing, and blood gouted everywhere. It fell through the cold metal fangs and clattered to the floor amid other scraps of flesh from Twilight's ruined leg. She couldn't do anything but scream. And when she felt something pop in her throat and only a thin, thready whistling, accompanied by an ache that brought tears to her eyes, was produced, she couldn't even do that.

The force holding her up vanished. She fell hard, snapping off some of the bone shards protruding from the bottom of what used to be her leg. Blackness flickered around the edges of her vision, but of course, she didn't fall unconscious. That would have been too easy.

"Get up, Twilight."

She rose. She didn't know how, but did. She stood on three hooves, a waterfall of blood gushing from the lump of shredded meat that had once been attached to the fourth.

_Please let me die, _Twilight thought numbly. But somehow, in the back of her mind, she knew that that wouldn't happen. Celestia wouldn't allow it.

"Follow me."

She had no choice.

"I think you're really going to like this..."

**First of all, let me apologize for how long this took...seriously, it should not have taken this long. But a big thank-you to everyone who read, everyone who reviewed, and everyone who favorited! You can't imagine how much that means to me, and I really hope you'll keep telling me what you think. I'll try to be a little better about posting chapters regularly. Say-once a week, on Saturday? How does that sound?**


	6. Chapter 6

**Um, okay, wow. I'm actually almost afraid to show my digital face around here again, considering how long I've been gone...sorry? Anyway, to anybody who still cares about this story, please accept a chapter full of the most twisted things I could dredge out of my mind as an apology. **

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"Are you coming, Twilight?"

Celestia's lyrical voice bounced off the stone walls, making Twilight's head spin even more than it already was. Metallic hoofsteps moved off into the darkness, getting more and more distant, as her three remaining legs shook with shock and agony. She could no longer feel her ruined hind leg; that was probably a bad sign. She knew that that should probably scare her, but she was mostly just grateful that so much of the mind-wrenching pain was gone.

"Twilight?" The hoofsteps stopped.

_No! No, leave me alone! _she cried piteously inside her mind. Out loud, she just whimpered a little as her legs gave way, dumping her onto the chilly floor. She felt more blood rush out of the mangled meat of her hind leg with every beat of her heart, a spreading, sticky puddle that soaked her tail and overpowered the stench of rot in the air with its own coppery scent.

Celestia sighed. "Honestly, Twilight, do I have to do everything for you?"

Twilight squeezed her eyes shut and felt them burn with tears of pure terror. The feather-light touch of magic surrounded her, lifting her into the air. A gentle pressure on her leg stopped the flow of blood.

She drifted through the air, and cracked her eyes open when she came to a stop. She was surrounded by a cloud of sun-gold magic, with the same weird red tinge as before. Celestia's while muzzle was inches from her own purple one. Twilight stared dumbly at her mentor. Only one lavender eye was visible, reflecting the light of her magic. The other was covered by her flowing mane.

_This can't be happening, _Twilight thought hazily. Her mind felt sluggish. _Not really. Celestia didn't bring me down into a creepy equine-sacrifice chamber under the castle...she didn't tell me she tortured Luna...she didn't shove me into an iron trap and just watch it while it crushed my leg._

"I'm getting tired of cleaning up your messes," Celestia said sternly, her horn flaring brighter. "First that 'want it need it' spell in Ponyville, and now you can't even deal with your own leg."

_I bet I fell asleep while studying, _Twilight thought. _Or maybe Rainbow Dash came in for a landing on my balcony, and knocked me off, and I'm in a coma in the hospital. I should really talk to somepony about this dream when I wake up, something this twisted can't be normal._

The slight pressure on her leg increased. Twilight blinked, forced to tear her mind away from her complete disbelief that Celestia could be capable of what she seemed to have done. She flicked her blood-soaked tail and moved her forelegs, opening her mouth to speak.

"Princess-"

Then the pressure clamped down on her leg, and agony rocketed through her body. Her stomach lurched, and she tried to scream, but her throat ached, and nothing came out but a breathy whistling. She felt magic sinking into her ragged, torn flesh, probing at the cracks in the bones of her legs and the marrow that was oozing out of them, and tugging, almost business-like, at the gushing veins and arteries that had come loose from the meat. The white face of the alicorn in front of her blurred as her eyes welled with tears of pain so intense she couldn't believe she was still conscious. Twilight sobbed, tears spilling down her cheeks as she tried to keep her leg steady. Maybe that would help with the pain. A hideous pain knifed through her throat, and she shook.

Celestia smiled beatifically.

Hours seemed to pass before the torture, finally, ebbed. Twilight hung limply in the cloud of magic, her mane and tail matted her her body with sweat and tacky blood, her hooves dangling pathetically above the stone floor. Her eyes were wide and staring, tears still dripping from them and sticking the fur on her cheeks to her skin. It was the salt that did that, she remembered numbly. Her face would be crusty with it when the water evaporated.

"All done," Celestia announced, and then the magic holding Twilight up vanished.

"No!" she cried, terrified, but when she landed on her hooves, her weakened legs held her. She panted, trembling, and tried to work through her amazement at the fact that she was standing. Something was odd. Besides the obvious. It took her a second to figure it out.

She was standing on four hooves.

With her mouth falling open slightly, Twilight looked back at her hindleg. She shuddered at what she saw. Golden-red magic had taken the shape of a perfect leg, glowing next to her other one. The magic went all the way up to her flank, where it branched into tendrils, coiling around her cutie mark and wrapping over her haunches. With a wave of nausea, Twilight realized that some of them...oh, goddess, some of them went _under her skin,_ delved inside her. She could see the golden glow through her fur, pulsing gently like a hideous blood vessel.

Tearing her eyes away from the things that went inside her-she didn't want to think about them-Twilight examined the magical prosthesis a little more closely. It was a marvel of mystical engineering, and, under normal circumstances, she'd spend days discussing all the details with Celestia. It was transparent, and she could see what was left of her real leg floating in the center of it. Ragged edges of flesh fluttered pathetically, and veins and arteries drifted like macabre strands of seaweed. She even spotted a bone fragment bouncing idly off of the walls of the constructed limb, and then she had to turn away, shuddering.

"Come with me, Twilight." Celestia's spiny wing descended on her, and she twitched in horror and disgust. "I have so much to show you."

The princess began to guide the unicorn out of the chamber, Luna's rattling breaths fading behind them. Twilight moved like a mechanical pony. She walked in the direction that her mentor wanted her to, deeper into the horrifyingly dark tunnels that stank of blood and equine suffering. Her mind was frozen. She couldn't function, but somehow, she noted that the magical leg worked just as well as her real one had, if not better. All of the pain was gone.

As Celestia led her into the darkness, where the ominous golden-red glow of her horn was the only light, Twilight looked up at the alicorn who had been her teacher, best friend, and surrogate mother for most of her life. Her expression was just as serene as ever, despite a smear of scarlet gore on her jaw. It must have come from Twilight's leg.

"Princess," she began. She felt tears sting her eyes again as she asked, in a trembling voice, "What's wrong with you?"

Celestia gave her the same gentle, indulgent smile she always did. Was it Twilight's imagination, or was there something more sinister at the corners now?

"There's nothing wrong with me, Twilight," she murmured, leaning down to nuzzle her student. Her mane flowed over Twilight like a liquid, and her muzzle automatically wrinkled in revulsion. Celestia's mane stank of blood and iron. "Anyway, we're here."

Her horn brightened, revealing a stone doorway framed by pony skulls. The unicorn affixed to the keystone was larger than the others, with a more elongated muzzle and an elliptical shape to its cranium. Like Celestia and Luna. There was only an impenetrable, solid shadow behind the doorway, which Twilight couldn't understand until the corner of it lit up with Celestia's magic and it was pulled back like the curtain it was. Golden-red light spilled out, along with a stink even more severe than in the chamber that held Luna. Twilight dropped onto her haunches and clapped both forehooves over her muzzle, eyes watering. Rot, blood, fetid waste...she didn't try to pick anything else out.

Celestia nudged her to her hooves. A spiny wing cupped her haunches, and shoved her into the room.

Pony skulls of every tribe, age, and gender lined the curved walls of the circular chamber. It was from their empty eye-sockets that the light oozed, pulsing gently to the beat of some alien rhythm. Twilight saw that the horns had been brutally ripped off of some of the unicorns, and in the mouths of a few earth ponies, their teeth had been replaced with wolf-like fangs that had been shoved in hard enough to crack the bone of their jaws.

_Oh, goddess, I hope that didn't happen while they were alive..._

She looked past the skulls, at the other contents of the room, with dawning horror. There were racks and tables, stone and wood and all spattered red and black, for strapping ponies to. Instruments of torture hung from pegs. She didn't recognize most of them. There were buckets of decaying flesh, flayed organs hung from the ceiling and rained maggots at the slightest touch, and cages filled with bones held together by strips of dried meat were scattered everywhere. But the worst thing, by far, were the ponies themselves.

There were seven in all. She thought. It was hard to tell, in some cases. Like where one pony lay sprawled in a cage, his skin stretched so taut over his body that every bone could be seen. All the excess skin had been cut open and then sewed shut around a bundle that Twilight was almost sure was another pony, trapping it tight against the muscle of his back. Neither were moving.

A unicorn stallion lay with his upper body strapped to a stone table, his hindlegs dangling off. His flanks, sides, and back looked oddly sunken, and Twilight soon saw why. His mouth was forced open so far that the skin had torn raggedly at the corners. A tangle of organs spilled out of his jaws, resting in a jumbled pile on the table in front of him. Stomach, liver, intestines-she even spotted a heart and lungs-all still miraculously hooked together, and to their owner, judging by the cobbled-together network of veins and arteries. The heart beat, and the glistening gray-pink intestines pulsed. The organs were still functioning, and the pony they were attached to was still alive.

A mare was slumped against the wall, in a spot where there were no skulls. Apparently, there was no longer any need to restrain her. Her chest and belly were a jigsaw of puckered sutures, and her mouth hung open, slack. Her eyes were open, as well, though-Twilight fought down panicked screams-the raw, empty sockets were lined with..._teeth. _Small, bloody, mismatched fangs. Twilight couldn't tell if they'd been shoved root-first into the bruised, mangled tissue, or if they had grown there.

There was a pegasus in a cage, mere feet from her. She could only tell it had once had wings because of the thick muscles of the shoulders, neck, and chest, a structure that she saw every day on Rainbow Dash and Fluttershy. There were no wings now. Oozing, obviously-infected sutures criss-crossed its back, and all four of its legs had been viciously broken, until shards of bone sliced through the skin. But there were more legs, from another pony, anchored to its shoulder blades by crude stitches where the wings used to be. All five of those were intact.

And, there, on another table, was the earth pony mare that at least four of the legs must have come from. She was just a head and a torso, with pus-filled sores where her limbs used to be. Mercifully, her chest wasn't rising up and down. This pony, at least, had been allowed to die.

A low moan of pure horror worked its way out of Twilight. She had never seen anything like this, hadn't even known that such things could exist. That _anypony _would be capable of doing things so vile and twisted to other ponies. How...? Why...? Those questions kept echoing in her head, even as she looked to the seventh victim, whose large hooves were strapped tight, holding him to a rack.

His head was bowed, orange mane hiding his face, but, wearily, he raised his head while she watched.

Her first thought was that the pony was wearing the front of a skull on his face, like a mask. Then, with a horrified shock, she realized that the blood-streaked bone _was_ his face. All of the skin and muscle had been stripped from it, making his green eyes bulge desperately and exposing his tongue in his mouth.

Twilight stared at his red coat, his solid build, the apple cutie mark on his flank. Her heart dropped into her hooves.

"Big McIntosh," she whispered.


	7. Chapter 7

**Two regular updates in a row? What is this I don't even.**

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Princess Celestia brushed past the stunned Twilight, her mane and tail glittering in the light from the eye sockets of the skulls like multicolored clouds. She spread her powerful-looking white wings, and looked back over one to shoot her student a beatific smile.

"I brought him here especially for you, Twilight," she said, nodding to Big Mac, whose naked green eyes rolled wearily towards her. "As you can see, I just couldn't help myself. I wanted to hear him scream...but he's ever the strong, silent type. Maybe you'll have more luck."

Twilight's brain barely even registered what Celestia was saying. Her eyes, wide with horror, were fixed on the stallion in front of her. Before she even realized what she was doing, her hooves shuffled forward, and then she trotted, and then she was galloping over the smooth stone of the torture chamber, ducking underneath the the princess's outstretched wing in order to get to Big Mac. Spiny feathers raked through her mane and scratched at her back.

"Oh...oh, my goddess..." Twilight moaned, coming to a stop right in front of the rack that Big Mac was lashed to. She felt tears well in her eyes.

"Now, now, Twilight, you really don't need to get so worked up," Celestia murmured, her golden horseshoes clinking against the stone floor as she stepped forward. She folded a horrifyingly-spiky wing around the smaller mare, and Twilight shuddered violently. "Mr. McIntosh Apple is just a teaching tool. Something I can use to assess your skills, and pass some of my simpler techniques on to you."

"How can you _say _that?!" Twilight cried, twisting away. Celestia's sharp feathers tore red scratches in her coat that immediately began to well with blood, but she didn't notice the pain. "He's Applejack's brother-Princess, he's a pony, just like we are, an equine being!" Her muzzle trembling, she reached out to gently touch Big McIntosh's chest with the edge of her hoof, just to try and comfort him a little. He flinched, and Twilight withdrew, shooting a furious glance at her princess. "How the hay could you do this to him? To them?"

She swept a foreleg in an arc, encompassing all of the broken, violated ponies in the room. She was shaking with rage, fear, and disgust, her mind doing loop-the-loops out of utter shock. Somewhere, in the back of her mind, she realized that she had sworn, and she was embarrassed about that. Somepony who knew Equish as well as she did shouldn't have to resort to profanity to get her point across.

Celestia sighed, rolling her one visible eye in exasperation and taking a step forward. Twilight scrambled back. Her real hoof made a rasping noise as the keratin slid across the stone, but the one made of the solar princess's magic was almost totally silent.

"Twilight," Celestia began in a firm tone, "do you honestly think that these ponies..." She glanced around her. "...are the same as me?"

"What are you talking about?" Twilight whimpered. She didn't want to be here, in this stinking room surrounded by dead and dying ponies who had had truly unspeakable things done to them. She wanted to go back up to the palace, where the strange red tint would vanish from Celestia's magic and there would be nothing vicious in the eye that her mane didn't cover when she smiled at her.

But, somehow, Twilight knew that that would never happen. The princess that she had loved for so many years was gone, replaced by this...monster.

"Because they are just ponies," Celestia explained. "And I..." She stepped back, raised her head, and spread her wings as wide as they would go. The bloody glow from the eye sockets of the skulls that lined the walls dimmed, and soon the only light came from Celestia's horn. There wasn't even the slightest hint of gold in her magic now. The red glow pulsed and throbbed like a diseased heartbeat, and in its terrible light, Celestia's visible eye was a soulless black crater to Twilight. For just a moment, she saw worms and maggots writhing between her razor-sharp feathers, rot creeping up her legs, and ragged strings of decaying flesh drifting in the foul clouds of her mane and tail. "...am a god."

The light returned to normal. Twilight trembled against the floor, realizing that she had dropped to her belly out of pure fear.

"But I didn't bring you down here to tell you _why _I need to teach you. At least, not yet." Several dozen pinpoints of red magic appeared all over Twilight's body, and hauled her to her hooves before gently pulling her forward. Her hooves scraped against the floor until she was standing directly in front of Big McIntosh, her lavender eyes locked with his apple-green ones. "Show me what you can do, Twilight."

Instruments-scalpels, hooks, saws, thin wire-floated off of the walls, drifting over to bob in a circle around Twilight. Everything she could possible need to make a pony scream and bleed and die was at her hooftips. But she didn't magically reach or any of the tools. She kept her eyes on Big Mac's. Eyeballs themselves were actually pretty expressionless, Twilight realized. It was all the flesh and muscle around them that conveyed what a pony was feeling. She couldn't tell at all what was going through Big Mac's mind. Actually, without eyelids, he just looked comically surprised. She felt a hysterical giggle threatening to break its way out of her muzzle, and crushed it as best she could.

Twilight ignited her horn, and Celestia smiled eagerly. A magenta glow flickered over a scalpel, a bonesaw, and a crescent-shaped knife, then vanished. It reappeared on the bindings that held Big Mac's left forehoof to the rack. As the magenta light pulsed and fluttered, the leather straps began to undo themselves.

Immediately, the instruments of torture clattered to the ground, horrifyingly loud. Twilight winced, and the glow of her magic vanished.

"No," Celestia said forcefully. The light dimmed again, and Twilight's magical leg went completely red. She glanced over her wither to look at it, and her mouth dropped open in horror.

The magic no longer had all the clean lines and curves of a mare's leg. It was bubbling, heaving, like something inside was trying to claw its way out. Twilight saw the vague shape of a head emerge, with empty eyes and a gaping mouth, and she couldn't help herself. She screamed, and instinct commanded her to gallop away from the monster that was trying to tear itself free from her leg. But she couldn't escape from it-it was attached to her.

Bolting across the room and dragging her grotesque, useless leg behind her, Twilight crashed into a stone table, knocking herself down. She landed on her back, her forelegs snapping tight over her chest in an instinctive effort to protect her vulnerable underside. Her writhing hindleg stuck straight up in the air, taking up her entire field of vision. A pair of ragged forehooves, formed of the same red magic as the leg itself, protruded from the side. She screamed in horror, her throat aching and the sound thin and ineffective, as the hooves twitched and the legs that they were attached to began to drag themselves from the seething primordial mass of her limb.

_Oh, goddess, oh, goddess, _Twilight babbled inside her head. She heard a moan that must have come from Big McIntosh-was Celestia hurting him again? Was he trying to ask her what was wrong?-and answered it with one of her own. She couldn't cope with whatever fresh horror was being born from her body and her princess's magic.

But, just as the horrible empty-eyed head reappeared, the half-formed monstrosity dissolved and the magic of her leg calmed down. Twilight's chest heaved with deep, panicked breaths as it returned to its previous, wonderfully-familiar form. The light brightened again, and a cloud of Celestia's magic rolled her over and carried her back to where Big Mac hung, faceless and defeated.

"Really, Twilight, you should know better by now than to try and shirk your duties." The monarch regarded her trembling student disapprovingly before setting her down. "But if you're truly that intimidated, _I'll _start."

Celestia picked up a scalpel from where it had fallen on the stones, twirling it surreptitiously in her bloody magic as she did so. She placed the point where the two halves of Big Mac's clavicle met, and he shook. "Big" McIntosh Apple, who spent his days bucking apple trees so hard that the sound of his hooves meeting the wood echoed over Ponyville like a gunshot, who towered over every other stallion Twilight had ever seen, who had once galloped fearlessly into the heart of a mob of squabbling fillies to try and stop a runaway spell...shook with fear. Twilight bit her lip to keep from whimpering in sympathy.

With a flick of her magic, Celestia sunk the point of the blade as deep into Big Mac as it would go. He winced as metal met bone. Then she drew the scalpel downwards, smooth as silk, over the ridge of his sternum and the bulge of his abdomen, until she reached the resistance of the pelvic bone. The incision began to weep blood almost immediately. The opposite edges lit up with magic, and Celestia ripped the cut wide open with a horrific wet tearing sound-as if she were opening curtains.

Twilight gaped at Big Mac's exposed ribcage, glistening with blood and other bodily fluids. Intercostal muscles twitched, blood drizzled from one bone to another, and loops of yellow-gray intestines pressed heavily against a thin, transparent sheath of connective tissue.

"Apple farming must do wonders for one's internal organs," Celestia murmured, eyes roving appreciatively over Big Mac's guts. "Wouldn't you agree, Twilight?"

Twilight's muzzle didn't want to work. She couldn't speak.

Big Mac's ribcage glowed briefly red before cracking apart into two halves with a noise that made Twilight's empty stomach heave. His eyes rolled back in his bare skull as his heart fluttered in its sac and his lungs billowed. Pericardium, Twilight remembered numbly. That's what that translucent sac around his heart was called.

"You've perused the most recent version of Hay's Anatomy, haven't you, Twilight?" Celestia asked. "Tell me, what is this?"

She pointed the scalpel at a deflated-looking, J-shaped organ tucked up underneath the slick dome of the diaphragm.

"Stomach," Twilight croaked.

"Correct." With a few quick slashes and a blaze of magic, Celestia severed and cauterized the esophagus and the duodenum. Then she lifted the stomach out, slitting it open and examining the contents.

"Nothing but acid," she noted, shaking her head and showing it to Twilight. "Though I suppose that's to be expected. I haven't given him anything to eat since I tied him up."

She smiled, suddenly, and lifted the flayed organ to Big Mac's bare, bony jaws, casting a glance conspiratorially at Twilight. "How amusing do you think it'd be to make him eat his own stomach? I think it would be so much fun to watch the end of his esophagus burst open and spill everything into his abdominal cavity..."

That shredded the last vestige of Twilight's self-control. She turned and bolted, out of the torture chamber and into the pitch-black tunnels beyond.

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**So, I know a lot about the internal anatomy of humans, but not all that much about that of horses. If Big Mac's organs seem out of place or are inaccurate, that'd be why. Though, just judging by how FiM ponies look, I'd guess that their organ layout probably resembles that of a human than of an actual horse.**

**My God, I am a terrible person.**


	8. Chapter 8

**Look! Look, everyone-actual plot! (And an OC.)**

**I'm so proud of myself. (And ashamed.)**

**And, hey, when you finish, review, please! It really makes my day when someone reviews this travesty...so a big thank-you to everyone who's reviewed so far! I really appreciate it!**

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Twilight didn't bother with thinking as she ran, her horn blazing magenta and providing the only light in the stagnant shadow. She was too stunned, too horrified, to shaken and disgusted and left emotionally torn and bleeding by what she had seen and what she had learned. Her mind was still and numb inside her skull. There was only her silky tail flapping heavily in the darkness, and her hooves striking the ancient stone hard enough to chip the keratin, and muscle moving under her skin and pulling on her bones and moving her relentlessly forward. Putting blessed distance between herself and the horrible torture chamber that she had left. Distance between herself and the dying Big Mac, whom she couldn't help...distance between herself and Celestia.

Celestia. How...how, in the name of the sun and the moon and their respective regents, could she do this? Torture ponies so hideously beneath Canterlot? This couldn't be the real princess, the one who had all but raised her with such gentleness, the one who had taught her to control and channel her wild magic. Maybe Discord had broken free again, and his tainted magic had driven her to do this (but Celestia didn't have the dull gray tones that Twilight's friends had had when they had been corrupted...). Maybe the evil spirit of Nightmare Moon was controlling her body (but Luna had transformed into her, and besides, the Nightmare had never shown any sign of this sort of twisted sadism...). Either way, there was no way it could really be her. No way in Tartarus.

Twilight slowly became aware of the fact that her flanks were heaving, her lungs were burning, and her coat was matted with sweat, despite the chill of the corridors. Reluctantly, she slowed to a walk, the muscles of her legs shaking with fatigue. Her hooves ached and her breath came in ragged pants. Her skin still crawled with the powerful urge to get as far away from Celestia as possible, but the last thing she wanted to do in these tunnels was collapse, helpless, from exhaustion.

Very cautiously, she lowered her trembling haunches to the stone, scooting off to the side of the corridor, hiding her light behind a damp pillar and leaning against it wearily. Water trickled down the column, running along veins of spongy blue-white mold, and it began to dampen Twilight's mane. But she didn't care. Her focus was entirely on resting.

She heard something hard click against the stone above her, and automatically glanced up. Her face immediately froze into a gape of horror.

There was a monster clinging to the pillar, not to far above her. Some part of Twilight's stuttering mind was still calm and analytic, and it took in every aspect of the thing without omitting any detail. Even though Twilight herself was scrambling to her hooves and choking out a scream, a disjointed combat spell coming together in her horn.

It looked like a pony. Sort of. It had the basic shape, at least-rounded head with a small muzzle, huge eyes, slender neck, four legs and hooves. But it was covered with glossy black chitin, not fur, and those hooves were riddled with holes. A beetle-like amber shell was held to its back by the series of iridescent gray bands that crossed its belly. Ragged gossamer wings were folded against that shell. A pair of obscenely-large fangs protruded from its muzzle, beneath a pair of insectine amber eyes, and a curved horn, and a set of stiff, hole-filled ears. A webbed gray crest topped its head and ran down onto its neck. It clung to the stone above Twilight, looking down at her, held in place by the mounds of emerald goo that it brittle-looking hooves were sunk into.

Twilight shrieked, scrambling backwards, sparks of magic flying from her horn in an instinctive display of warning. She was just drawing in breath to scream again when the monster leaped off of the column, the goo around its hooves dissolving as its horn flickered green. Its wings buzzed and it landed gently in front of her, the chitin of its hooves barely making a sound on the stone. Its lips curled back, exposing the roots of its fangs.

"Stay-stay back!" Twilight shouted, stumbling away. "I-"

Suddenly, the beast's alien horn flared a brilliant green, and a bolt of magic shot straight towards her muzzle. It congealed into more of that green goop, sealing her mouth shut. She pawed at it, panicking and only succeeding in getting her hooves stuck to her muzzle.

"Silence, pony!" the monster snapped. Twilight's ears twitched at the sound of its voice: like several young mares speaking at once. "You will bring the horror down on our heads."

Twilight whimpered in fear. It wasn't enough that Celestia had lost her mind. Now she had to deal with...this, whatever it was. Or perhaps whatever _she _was, considering the voice. She stalked in a circle around the mute unicorn, and Twilight saw that this creature was actually smaller than she was.

"How did you escape?" the monster demanded. "I have watched this abomination for months, tasted feelings from her I did not know could exist. Nothing escapes her." She suddenly seemed to realize that Twilight couldn't answer her, not with the goo gluing her mouth shut, so a bit of green magic fluttered around her scything horn. The goo vanished. She leaned in, and Twilight got a closer view of her fangs than she ever would have wanted. They were surprisingly well-kept. "How did you escape?"

Twilight lowered her forehooves from her face, staring at the thing in front of her, coming to terms with the fact that it wasn't going to attack her. Some part of her knew that she had been asked a question, and that she should respond, but all she could think to say was, "What _are_ you?"

The beast cocked her head to the side, an oddly childish motion. She blinked with iridescent gray eyelids, slowly, before seeming to realize what she had been asked. She drew herself up to her full, less-than-impressive height, puffed out her glossy black chest, and began to speak.

"I am Chelicera." The word made Twilight think of spiders; it had something to do with them. "First-hatched of the Amber clutch, one hundred and seventy-third Greater Daughter of the magnificent Queen, specially-trained member of the Spider Order. Assigned to investigate whatever is festering beneath the pony nest of Canterlot, and determine whether or not it is a threat to the Hive."

Queen. Hive. Twilight's studies rarely led her to learn about rare extra-Equestrian species, but those words rang a bell.

"You're a changeling," she said.

"And you are a pony," Chelicera replied matter-of-factly. "It does not matter. The thing that stalks these halls will crack my shell just as surely as she will peel back your coat. A beating heart may be equine or Hive-born-it does not make much of a difference when she eats it straight from its cage."

Twilight shuddered. "She-oh, goddess. She eats-?"

"I have seen her perform things so unspeakable they turn my innards," Chelicera said. "Replace a pony's intestines with a sleeping snake and sew them back up...draw a stallion's lungs out of his mouth bit by bit...put eyes and lights within a mare so she may see her own innards rot with infection." She briefly closed her ghostly eyes. "Your kind are a peaceful species. So are mine, to a certain extent. I didn't know such things could be done, and to see them so close..."

"What are you doing here, Chelicera?" Twilight asked, her voice barely audible. "Why are you watching her? Did you escape from her?"

"The horror has yet to catch one of the Queen's chosen," Chelicera said with a hint of pride. Then it vanished. "The young moon-goddess couldn't fight her. I harbor no illusions about my chances, should she find me.

"As for why I am watching her...there are many ancient minds within the Hive, pony. My kind are as old as the rock and stone in which we nest. All of us but the Spider Order-the hunters, like me-keep to our own people, but emotions come to us on the wind. We have tasted the love of the creatress who formed this world, the cheery madness of the draconequii, the fear of the very first ponies who came from the sea and ran in herds along the primordial beaches. We've even sampled the feelings of creatures who live underneath other suns, brought to us on comets and solar winds." Chelicera paused, and shook her head. "But what came to us from Canterlot...pony, not even the very oldest of us had ever tasted anything like it. These emotions were so alien to us, so terrible and twisted, so..." She made a face, even though the flexible chitin of her muzzle and cheeks didn't allow for much expression. "I do not believe there is a word for it in Equish. It frightened even the Queen, who was just coming into her prime when the sun rose on this side of the world for the very first time in a million years, after the first Age of Chaos disrupted the orbit of the planet and the moon."

"These feelings were Celestia's?" Twilight said quietly. Her voice sounded distant to her. "I didn't know a pony could..." She trailed off.

Chelicera shook her head again, and she might have grinned bitterly, but with her huge fangs, it was hard to tell.

"Your ruler is no pony, mare," she said softly. "I am familiar with ponies. I know the hearts of alicorns. The moon-goddess? She tasted quite distinct, before the abomination broke her. _She, _the twisted on, is a void-creature, something new...and I am afraid of her."

Twilight swallowed. Somehow, knowing that the impassive, armor-plated creature in front of her was afraid enough of Celestia to admit it just made the danger so much more real.

"Do you know the way back up to the palace, Chelicera?" she asked. "I can get the guards. They'll listen to me, and we can rescue Luna, and all the other ponies, and then...Celestia..." She stopped talking, and closed her eyes.

Chelicera studied her, then nodded. "Yes. I will take you out, pony. I will protect you as best I can. It seems to me that you have the very best chance of ending this, and my Hive will be safer if you do."

"Thank you." It nearly made Twilight dizzy, to find kindness down here. An ally, somepony who hadn't gone completely insane-even though Chelicera wasn't, strictly speaking, a pony. The source just made it all the more incredible. Twilight didn't know much about changelings, but somehow, she didn't think they were friendly and helpful by nature.

"Don't thank me. Helping you is in my best interests." She cocked her head again, and looked at Twilight's hindleg. "The magic. Is that her doing?"

Twilight glanced at it, the red-gold magic encasing her mangled leg, and felt scared and ashamed of it. "Yes."

"It seems to serve you well. I shudder to think why she gave it to you, what she planned."

"Yeah," Twilight said quietly, following Chelicera as she began to lead the way. "Me, too."

"Stay close," the amber-eyed changeling ordered. "The horror's darkness has persuaded many terrible things to nest here-"

It was then that Twilight's magical leg began to bubble and writhe.

"No!" she cried, looking at it in pure horror. "No! No, no, no-"

This time, instead of giving birth to a demonic equinoid, it split into a nest of thrashing tentacles. Bare bone and mangled flesh were exposed to the air, and Twilight shrieked in returning agony as the tentacles dragged her backwards. What was left of her leg scraped against the stone, leaving a trail of blood, and grit and filth ground itself into the torn strips of her exposed muscle. Twilight howled. Tears of pain streamed down her cheeks as the tentacles wrapped themselves around the pillar, anchoring her there.

And Celestia's voice, cruel and tinged with vindictive excitement, drifted down the corridor. "Twiiiliiight..."

Panicking, Twilight looked at Chelicera, who stood impassively, her wings raised. They resembled those of a tattered dragonfly, and delicate green veins traced unreadable glyphs through them.

"Help me," Twilight begged. "Please, help me!"

Chelicera looked at her. "I don't see what can be done for you, now."

The changeling's voice was cold, resigned, emotionless. And all Twilight could do was scream.

* * *

**Chelicera (kuh-lis-er-uh): One of the pair of forelegs spiders and other arachnids use to seize their prey.**

**Poor Cheli. She's only here because I figured changelings might have interesting organs and needed a character to use to explore that. And no way was I bringing Chrysalis in, yeesh.**


	9. Chapter 9

**Ugh. This one's late. Sorry.**

**Eeyup.**

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_Celestia, we praise thy Sun, and art most grateful for its warmth...Luna, we admire thy Moon, and beg its light to guide us through our shadows..._

The Early Equestrian prayer pounded desperately through Twilight's brain as she struggled in vain to pull herself off of the pillar that the tentacles of magic held her to. She had never prayed to the princesses before. Growing up under the wing of one of them and becoming one of the closest friends of the other had made it difficult for her to actually see them as goddesses. And maybe it wasn't appropriate to pray to Celestia, when _she _was the one Twilight needed to be delivered from...but surely seeking divine help here couldn't hurt. She understood now why prehistoric Equestrians had made up deities-everypony needed to believe they could call on some higher power for protection.

But even if Twilight had really believed in gods before now, she would have believed that they had forsaken her. She planted her three remaining hooves on the stone floor and tried to heave herself forward, but all she managed to do was scrape them backwards with a hideous sound. She tried again, and again, until the muscles of her legs burned with fatigue and the air smelled like singed mane. Twilight's horn buzzed automatically with magic, but she knew that anything she tried would be useless against Celestia's spell. Her mane hung in her eyes, matted with sweat, blood, and the damp of the dungeons she had naively walked right into. She could see the faint smears of lavender dust that her hooves left on the floor.

A flutter of stiff gossamer brought her head up and made her glance at Chelicera, whom she had totally ignored in order to be able to put more effort into trying to escape. The transparent material of her wings was flushed a faint green with the blood that was holding them stiff enough to fly for quite awhile, but she hadn't taken off yet. Instead, she paced, wings twitching and fangs bared, even as a red glow appeared at one end of the hallway. Twilight watched her, panting, unable to stop a wave of bitterness from rising in her chest as she remembered that the changeling had refused to help her. And maybe it was just her imagination, but Chelicera seemed to flinch.

"Get out of here, Chelicera," Twilight said, her voice dull with exhaustion and anger. Not to mention the unthinkable agony throbbing up from her ruined leg. "There's no sense in both of us getting caught by her."

"Don't hate me, pony," the changeling mare almost pleaded. "There's nothing I can do for you. And I have tasted enough dark emotions to last me a lifetime."

Twilight dropped her eyes from Chelicera and lowered her head, suddenly realizing just how tired she was. From all the horrifying things, and running so far away from them, and struggling to get free from the bondage of the tentacles. She lowered the front half of her body to the ground (the tentacles held her haunches aloft, and forced her to support their weight with her remaining hindleg) and folded her forelegs underneath herself. She was afraid, restricted, depleted, and didn't know what to do. Giving up seemed to be the only logical option right now.

"Twilight Sparkle!" Celestia's voice sounded much closer now. Twilight gritted her teeth and suppressed a little shudder. She was so, _so _afraid.

"Twilight Sparkle." Chelicera turned her ghostly gaze on the captive unicorn. "That is your name, then, pony?"

"Well. Yes." Twilight couldn't imagine what difference it would make, and the intrigued, urgent tone in Chelicera's voice confused her.

The changeling made a sound that resembled a sigh. Chitin clicked against stone as she walked rapidly towards Twilight. "The abomination has spoken of you as she worked. Especially when she turned her attentions to the moon-goddess."

Twilight looked up at her blankly, still confused.

"I cannot leave you to her." Chelicera's voice was emotionless. "Not knowing her plans for you."

_Morals and ethics, _some part of Twilight's battered mind babbled excitedly. _Loyalty to somepony besides this 'Hive' and 'Queen' she keeps mentioning. Has anypony ever written a formal report on the moral capacity of changelings? It's-_

Her admittedly-surreal thoughts were interrupted when Chelicera took the crest of her neck in her jaws. Gently, not sinking in those massive fangs-but Twilight squealed in instinctual fear all the same. It was hard to override her natural response to feeling the teeth of a predator on her neck. The fact that her adrenal glands were still dumping excess hormone into her bloodstream in light of Celestia's approach didn't help.

"We must work together," Chelicera growled into Twilight's filthy mane. "Plant your hooves and pull forward, Twilight Sparkle. If the horror reaches us before you are free, I will be _forced _to leave you. Do you understand?"

"Yes-yes, I do," Twilight gasped, climbing to her hooves. Hope was beginning to stir in her barrel, helping to push away the unbearable exhaustion. She might actually be able to make it out of here alive. She might be able to put a stop to the unspeakable things happening underneath Canterlot.

Chelicera maintained a grip on her crest, and Twilight arched her neck, trying to make things easier for her. She dug her scraped and aching hooves into the stone and leaned forward, straining against the tentacles. She felt the tendrils of magic that went up inside her twitch and pulse, and nausea rose in her throat as she realized just how deep some of them went, but she pushed it down. Her changeling hauled on her neck, much stronger than her small and desiccated frame would suggest. Her fangs were actually dull, Twilight realized in the part of her brain that wasn't completely hay-bent on escaping. They would leave bruises, but they wouldn't break the skin.

"Twilight?" Celestia's voice was sharp, and terrifyingly near. The burst of adrenalin that the sound triggered made Twilight's hooves scrape backwards an inch as she heaved her body forward, just a little. About an inch of the tendrils of the princess's tainted magic was wrenched out of her, glowing through a slick coating of blood, and she cried out. Chelicera hissed in sympathy. "Is there somepony else down here with you?"

Chelicera adjusted her position, spitting out Twilight's mane and wrapping her forelegs around the unicorn's torso. Her chitin was icy against Twilight's fur as she braced her hindlegs and heaved. More magic slid out of Twilight, writhing angrily, and she screamed as her flesh was torn ragged, but she was that much closer to being free.

"Twilight Sparkle!" The red glow was so bright now, and Celestia's voice sounded almost exactly like it had when she'd had to clean up Twilight's mess after the 'want it need it' spell. "Answer me when I speak to you, young mare!"

Chelicera made a clicking noise as Twilight was dragged further away from the tentacles holding her to the column. It took the larger mare a moment to realize that it was a sound of disgust.

"Magic so far up inside a pony, twisted around her workings and burrowed into her guts like a hagfish," the changeling muttered, still pulling on Twilight. _"Wrong."_

The sharp edges of the holes in her hooves caught on Twilight's fur. She twisted her haunches, cried out in pain as more magic was ripped out of her. She could feel the ends of the tendrils curling around her organs-kidneys, intestines, uterus-in an effort to stay inside of her.

"Your magic-can't you use it to-" Twilight panted, tears leaking from her eyes and softening the salt-crusted fur on her cheeks.

"I would have to become a unicorn to grip you with magic," Chelicera replied grimly. "But I would prefer to preserve my energy." A tendril popped out of Twilight, flailing angrily, and she thought of parasitic worms that nested under the skin and had to be removed inch-by-inch over a matter of months. "Will you be able to run on three legs, Twilight Sparkle, or must I carry you?"

Twilight felt the pain in her mutilated leg throbbing at the edge of her mind, and the deep-seated sting of the holes the magic tendrils had left, and the shakiness that losing so much blood had left her with. But she nodded anyway, and said that she could run. If she made it out of here alive, she wanted it to be on her own hooves.

That was when she heard metallic horseshoes chime cruelly against the stone, and the rustle of razor-sharp feathers. Celestia was here.

Chelicera must have heard it, too, because she suddenly wrenched both herself and Twilight forward with a massively-strong pull that must have left her exhausted. The remaining tendrils were torn out of the unicorn. She screamed raggedly as blood and bits of flesh spattered the pillar and the wall nearby, and felt the tip of the very last tendril catch her lower intestine as it left. She felt the lining tear wide open. And then sickening agony flooded her belly, and she stumbled away from the thrashing magic, and almost collapsed when her changeling let go of her.

"We must go, Twilight Sparkle!" Chelicera screeched. "The abomination is almost upon us-"

Twilight dumbly shook her head. How could she explain to the other mare that her intestines had been ripped open and their contents were spilling into her abdominal cavity? She could feel her body's sewage pumping out of the internal wound. She would go into septic shock and die within hours.

And then there was a field of red magic around her, and Chelicera snarled viciously.

"Twilight," crooned Celestia, stepping into her field of vision. Blood, bile, and worse oozed from the wounds on Twilight's flank and haunches, and foul-smelling droplets of the mixture floated in the magic with her. "You've been hurt...I suppose I'll have to remedy that."

Twilight heard the buzzing of wings next to her, and turned to see Chelicera hanging in another cloud of glittering magic. The changeling snapped at nothing with her huge fangs and beat her wings futilely. She swung towards Twilight, all of her teeth bared and her eyes full of hate-maybe. Her eyes were so blank it was hard to tell.

"And now we both die at the hooves of the monster," she hissed. "Your fault, Twilight Sparkle, entirely yours. We will suffer for months in this Queen-cursed place because you were too weak to run and too proud to accept help."

"I'm sorry." Twilight's tongue felt numb and thick in her mouth. She would die fast, with perforated bowels, but for Chelicera, the agony would drag on and on, for as long as she could survive. Twilight was willing to be that that would be a very long time indeed, just judging by how strong the changeling had seemed while helping to free her.

Chelicera didn't answer. Her horn flared an acidic green, and a bolt of magic shot from it, but stopped only a few inches from her face in Celestia's magical field. It solidified into a blob of iridescent green goop that Twilight guessed had been meant for her. Or perhaps Celestia. The changeling's aim had been vague.

"But you've brought me a gift." Celestia walked forward, to examine Chelicera up close. The changeling hissed at her. "A First-Hatched? Oh, Twilight, you shouldn't have. I've never had the pleasure of slicing open one of them..."

"To Tartarus with you, monster!" Chelicera screamed, beating her wings so hard that the breeze ruffled Twilight's muck-encrusted mane. "I am a daughter of the cunning and magnificent Chrysalis, and I stand strong and unafraid before you! May the Old Queens fill your belly with burning hate and strip you of-"

Suddenly, her jaws slammed shut, fangs locking together. Unfortunately, about half of her greenish tongue had been outside of her mouth with the silencing spell took effect. The razor-sharp row of little fangs between her two larger, useless ones effortlessly sheared through the spongy tissue and the corded muscle beneath with a gout of emerald blood. That half dropped through the alicorn's magic and bounced wetly on the floor, twitching a little, while green blood trickled from between the changeling's clamped fangs. Thick gray tears gathered along the bottom edges of her eyes, and a strange, alien keening noise struck up in her throat, but she didn't drop her amber gaze from Celestia's violet one.

"Rather rude, isn't she?" the princess commented. "I simply had to shut her up. Changelings are all the same, really. They rave about their Queen and their Hive right up until you rip out what passes for their lungs."

"Please let her go," Twilight whispered, feeling tears sting her eyes yet again. "Please let her go, Celestia."

"Why? So she can buzz out of here and incite her mother to war?" Celestia asked skeptically. "No. As much as I would give to have the opportunity to rip dear Queen Chrysalis apart from the inside out, I would rather not have a changeling army on my hooves." She shook her head, and began to walk back to the torture chamber, Chelicera and Twilight drifting along behind her. The former howled and spit in a language that barely even sounded like Equish, and the latter floated in numb silence. "This one will do nicely as a sacrifice."

"A sacrifice to who?" Twilight couldn't stop herself from asking.

"Why, me, of course, Twilight," Celestia said, shooting a benevolent smile over her wing. "It's so important to appease our old gods."


	10. Chapter 10

**Hey, quick shout-out to everyone who's reviewed and favorited: Thank you so much! You're so supportive and your reviews are so detailed; it makes my day to get one, and I love reading what you think about this abomination I'm writing here. You guys the reason I'm still writing this.**

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Twilight Sparkle floated in a haze of distant pain and vague horror. Her eyes were open, slightly, the lids drooping, but everything she saw was like a picture in a book. She was unbearably distant from all her senses. She wasn't even aware of specific pain; just that, somewhere, she hurt, but it didn't really bother her. She had read about this in a psychology textbook, years ago, and the name of what was wrong with her floated idly to the top of the shallow sea that was her mind. Disassociation. Ponies withdrew into themselves, sometimes, when they had suffered unspeakable horror or unspeakable pain...and she had suffered both. She was no longer capable of coping with it all.

Twilight was vaguely aware of ancient wood pressing against her back, a rack tilted slightly so that it bore some of her weight, but not much. She was held up mostly by rough iron shackles, looped around the pasterns of her forelegs and holding her hooves over her head and out to the sides, so she couldn't draw them in to protect her vulnerable underside. Her hindlegs hung free and limp, the sticky strands of her tail matted to the one that was still whole and blood dripping steadily from the meat of the mangled one. Blood soaked the hair of her tail, sweat, condensation from the dungeons, waste from her torn bowel, leaking out the holes in her haunches. Her head was bowed, neck feeling all but boneless, chin practically resting on her collarbone. She watched through dull eyes as a worm of glittering red magic lifted a loop of gray-pink intestine up, one with a jagged tear in its lining, so she could see it. Chunky, red-brown slime dribbled out of the wound.

"Just look at what you did to yourself, Twilight." Celestia's voice was disapproving and distant. Twilight panted shallowly through her mouth. She tasted blood and rot in the air. "And you completely destroyed the leg I gave you. I suppose I'll have to fabricate a new one, once I'm done sewing you up."

She felt that her abdomen was flayed open, all the excess skin and muscle gathered up like wet, heavy curtains and pinned back over the ridges of her hips, to expose the innermost parts of her. It was a little strange, to feel the soft, pale coat of her belly against her flanks. Her bowels hung out of her, ropes of quivering meat hanging all the way to her one remaining hindhoof and slapping wetly against her coronet whenever Celestia's magic touched them. She felt that same magic moving inside her, scooping out what her intestines has spilled, fluttering around the edges of the wounds that led to the outside of her, sterilizing. A rough cloth wiped the slime off of the loop of bowel she could see, and a needle and thread, encased in a cloud of red magic, swiftly stitched the two edges of the wound together. The job most definitely wasn't a neat one the soft tissue puckered and tore, but at least it wouldn't leak. Twilight let that small comfort pound through her head as she watched the flesh of the incision, practically dancing in front of her, swell and bruise.

The loop vanished, and she felt magic cradling her intestines, scooping them back into her abdominal cavity. Her mangled leg twitched involuntarily, and she felt something warm splatter against her opposite leg.

"I'll sew you up, Twilight, but then you should really rest," Celestia murmured.

Twilight let out a quiet sob.

Then all sensory information shut off.

* * *

Twilight woke slowly. She was confused, at first. Why was the only light an odd red glow? She usually woke just before the sun rose - a habit that had been drummed into her, as the student of the solar princess, and one she had no interest in breaking. Why did her bed feel so cold and hard? It was a mattress stuffed with the molted feathers of local weather pegasi, and it was usually so warm and soft. Why wasn't she covered by a blanket? Why did her stomach hurt? Why were there furious howling, clanging, buzzing noises coming from someplace nearby? Why -

Her eyes fluttered open completely, and she saw iron bars inches from her muzzle, reflecting the red light she had seen through cracked lids. She gasped a little, memory thudding through her brain like corrosive poison. She was sprawled on her side in an iron cage shoved up against a stone wall, mane and tail spread out like indigo puddles and limbs splayed awkwardly. Groaning with the effort, she rolled her upper body, raising her head wearily as she got her forelegs under her and braced her scraped hooves against the floor of the cage. A wave of dizziness threw her, and she retched, abdominal muscles automatically flexing. That prompted a spasm of pain that made her moan, tears coming to her eyes.

Reluctantly, Twilight blinked back the tears and cast a glance at her back half. She cringed. Her ruined hindleg was, once again, encased in magic-though, now, it was completely red, with no gold at all tinging it. The tendrils were all back in their original holes. There were more now. They wrapped up over her croup, spiraling down to coil around the cutie mark on her opposite flank and then twist down that leg. All the way to her hoof. They wrapped around her stomach, and as she rolled onto her back to get a better look at them, they twitched and writhed in the hollow of her back. She saw an ugly, oozing incision beneath the glowing, transparent red tentacles. The sides were purple-black, hairless, bruised and swollen. There were no stitches - the tendrils of magic were the only things keeping her organs inside her.

A sudden loud noise - something hard, like glass or ceramic, striking iron - made Twilight flip over and scramble into the center of her cage, wrapping her filth-matted tail around her hooves. Trembling with fear, tears pricking at the backs of her eyes, she searched for a god to pray to. Celestia was out of the question, and Luna was either dead or close to it. Could she pray to Cadence? She doubted it. Her old foalsitter was a princess with extraordinary powers, but she didn't think she was a goddess, like Celestia and Luna were. She was far too young, and there wasn't the same aura of magic, far beyond a unicorn's grasp, present around her that they had.

Twilight suddenly ached for the youngest of the three Equestrian princesses. She hadn't seen her in years, didn't even know what had happened to her, but she remembered being a foal, and being so scared of the dark and thunderstorms and everything else. When her parents were away on business and her brother was training, Cadence had always been there. To drag a tiny, shivering Twilight out from underneath the bed with gentle hooves, wrap her in her bicolored wings (Cadence's wings had always been soft, not full of razor-sharp feathers), and light up the room with a reassuring blue glow from the tip of her horn. Twilight could, honestly, use Cadence right now. She wondered, in the back of her mind, where she was.

Goddess, she hoped Celestia hadn't gotten her demonic hooves on her.

A dark figure suddenly rebounded off the wall of the cage next to Twilight's with a massive clang and a furious shriek. Twilight shrieked back, terrified, instinct causing her horn to flare to life in a brilliant burst of magenta light - all she could manage, surrounded by iron. The light immediately overshadowed the dull red glow of Celestia's magic, playing off of glossy black chitin, gossamer wings, and amber eyes. Chelicera hissed, exposing the roots of her massive fangs, and shielded her eyes with one desiccated hoof. Twilight's eyes widened. Breathing hard and with adrenalin tracing lace patterns in her flesh as it shot through her veins, she obligingly dimmed the light.

"Chelicera?" she whispered, her voice a hideous rasp from the damp of the dungeon and the fact that she couldn't remember when she had last had a drink. She leaned forward eagerly, her light making the changeling mare's pale-grey crest and tail glow slightly. "You're alive!" She smiled as best she could in relieved disbelief and felt some warm emotion flood her heart as it rose in her chest. So she still had at least one ally down here. Her changeling was still alive.

Chelicera closed her eyes and bowed her head a little, the tip of her horn sputtering with green magic like glowing pollen. It took Twilight a second, and she was about to ask what she was doing, but then she realized that she must be feeding. From her. She had known, vaguely, that changelings drew sustenance from the positive emotions of ponies, but the concept of having one eat her feelings for it wasn't quite as repulsive as she might once have found it. Chelicera needed to be strong, if they were going to get out of here.

"Are you all right?" Twilight asked, rising to her hooves and walking forward until she was directly in front of the iron-bar wall that she shared with the smaller mare. She lowered her haunches to the cold floor as Chelicera opened her eyes and raised her head, the green magic dissipating. She stepped forward, too, and crouched, almost catlike. In answer to Twilight's question, she nodded, whuffing out a little sigh. "Where's Celestia?"

Chelicera growled, faintly, at the mention of the princess, but just twitched her limp, ragged wings in an approximation of a shrug. Twilight flicked an ear. The changeling had seemed rather talkative before, especially when it came to the subject of the 'abomination,' and she had the feeling that this silence hadn't been brought on by anything ordinary. She leaned forward a little.

"Can't you talk?"

The other mare blinked, slowly. Twilight barely had time to notice the bright green blood that pooled on the floor of the cage and streaked her white fangs before she opened her mouth in answer. More blood poured out, cascading over two sets of functionally-sharp fangs and spattering thickly against the iron. A torn stump of tissue and muscle twitched forlornly at the bottom of her mouth, blood pumping weakly from the severed vessels in it. That was all that was left of her tongue.

One of Twilight's forehooves automatically flew to her muzzle as she gasped in horror. Chelicera closed her mouth, eyes impassive but neon blood still leaking from the corners of her mouth.

"I'm so sorry," Twilight whispered. She remembered now: the wet snap of the changeling's jaws closing, the thud of her severed tongue hitting the stone. "Chelicera, I...I'm sorry, I should have asked for help, I should have run..."

Chelicera placed a hoof against the bars of the cage, arranging her stiff features into something that almost resembled a real, equine smile. Tentatively, Twilight set her own hoof directly over the other mare's. The message was clear: _I forgive you. _ It didn't do much to ease her guilt, but she was able to set that guilt on the back burner of her mind for the moment.

"We're going to get out of here," she told her (apparently) new friend. "And you can go back to your Hive, your Queen. I promise."

It was right then that a blazing red glow lite the room, pouring from the eye sockets of the skulls that lined the walls. Chelicera snarled. A tall, regal white figure stalked into view - Celestia. Twilight gaped at the princess, horrified. And not just because of what she'd done to her and Big McIntosh and Chelicera. She'd...changed.

The pale, soft, springtime colors of her mane were gone. Now, her ethereal hair flowed in shades of blood red, rot black, a sickly, desert-sun orange, and rusty gold. Her forelegs were streaked with gore, and it appeared to run from her eyes in a mockery of tears - and her mouth. Her crown and collar were gone, replaced by loops of rotting intestines hung on frames of bone. She turned to Twilight, and smiled at her. As she did, the wings on her back rustled...and split into a bundle of white, insectine wings, glamour magic shimmering into oblivion around them as they did.

_She looks just like the statue in the sacrificial chamber, _Twilight thought, numb with horror.

"I'm glad you're awake, Twilight," she purred, taking a few steps towards her cage. "I was so hoping you could watch this."

As she stepped closer, Twilight scooted back with a whimper of fear, pressing her back against the bars and drawing her forelegs up to protect her chest and incised stomach. She heard Chelicera hiss, and chitin rang against iron as she pounded her hooves on the bars of her cage, trying to draw the attention of the abomination that was Celestia. It didn't do any good; the princess lowered her head and peered in at Twilight, still smiling.

"There's no need to be afraid, my little pony," she cooed, completely ignoring the racket Chelicera was making one cage over. "When I stay down here long enough, surrounded by all these reminders of the ancient days, my...baser nature tends to shine through." She giggled a little, and, to Twilight, it sounded insane. "I'm sure you'll understand someday. But, right now, there's work to do."

With no warning at all, the lock on Chelicera's cage clicked, and she was dragged out, howling and spitting blood, with a ring of red magic around her neck. Celestia held her aloft and out of reach, upper lip curling in distaste as she examined the flailing changeling held captive by her magic. As Twilight watched, trembling, still crouched in the back of her cage, she sighed deeply and made a beeline for a wooden rack in the center of the room with a roll of her violet eyes. A rack, Twilight saw, that Big McIntosh was still shackled to, his guts spilling out and his head hanging limply. Celestia tsked, shaking her head at him as Chelicera floated and writhed next to her.

"Bled out, poor thing," she murmured. "He could have been so much more useful to us, Twilight, if you hadn't gotten it in your head to run off when you did." She glared at the unicorn, who automatically cowered under her mentor's hostility. "But, I suppose, if you hadn't..." She glanced at Chelicera. "...I never would have caught her." She smiled suddenly, and Chelicera choked, scrabbling at her neck with her forehooves as the magic on her throat apparently tightened its grip. Twilight cried out a little, reaching out with one hoof, as if she could help. The changeling's wings buzzed futilely at the stale air of the dungeon. "Oh, this will be fun."

"Don't hurt her!" Twilight shouted, lunging forward and grabbing the bars of her cage with both forehooves. "Don't hurt her, Celestia, please don't hurt her - please...p-please..." She was dissolving into tears again, as the wound on her stomach howled and stung from her recent exertion and Chelicera's hindhooves kicked desperately at the air. She hated herself for it, but she couldn't help it.

Celestia only raised an eyebrow at her as she magically undid the shackles around Big Mac's pasterns and tossed his body aside. Twilight winced when it hit the floor and the exposed bones of his face clacked against the stone, a pitiful little sob working its way out of her. She let go of Chelicera's throat as she started to affix her to the rack in Big Mac's place. The changeling sucked down a few grateful breaths, barrel heaving and air rattling in whatever passed for her lungs, then started screeching and hissing, blood flying in brilliant green strings from her mouth. Celestia ignored her, looping chains through the holes in her hooves, drawing her limps taut in a star pattern, looping a chain beneath her two largest fangs and yanking her head back cruelly, so she couldn't spit or bite. Once she had well and truly immobilized Chelicera, Celestia shot a glance at Twilight.

"Pay very close attention, Twilight," she instructed, lifting a gore-encrusted scalpel in her magic. "I'm only going to do this once..."

* * *

**For the record, I totally claim the Hellestia featured in this chapter as mine, in all her glorious goriness. She is miiine, you hear? Not yours!**


End file.
